Zymeworks (NASDAQ: ZYME) buys Theravance, adds YUPELRI cash flows with $350M OMERS note
Rhea-AI Filing Summary
Zymeworks Inc. is acquiring Theravance Biopharma in a cash deal designed to add durable commercial cash flows and expand its royalty-driven model. Under a definitive merger agreement, Zymeworks will buy all Theravance shares for $17.00 per share in cash, valuing the transaction at approximately $929 million, plus a non‑tradeable contingent value right (CVR) for each share tied mainly to future monetization of ampreloxetine and related milestones.
The deal adds YUPELRI, the only once‑daily nebulized LAMA approved in the U.S. for COPD maintenance, to Zymeworks’ partnered portfolio. Zymeworks expects YUPELRI to provide an anticipated long‑duration and potentially growing cash‑flow stream alongside existing Ziihera cash flows. The company plans to complete Theravance’s previously announced restructuring to reduce R&D and G&A spending while largely preserving its hospital sales infrastructure.
Financing combines $350 million of new senior secured non‑recourse notes from OMERS Life Sciences, backed by Theravance’s 35% YUPELRI profit share (with 75% of that share used to service the debt), roughly $219 million of Zymeworks cash, and about $360 million of Theravance cash at closing. Both parties agreed to reciprocal $32.515 million termination fees in defined circumstances. Closing is targeted for the second half of 2026, subject to HSR clearance and approval by at least two‑thirds of Theravance shares present and voting.
Positive
- Strategic scale-up via commercial asset acquisition: Zymeworks is buying Theravance Biopharma for approximately $929 million in cash, adding YUPELRI and other assets that management expects to deliver high‑visibility, long‑duration recurring cash flows and support its asset‑ and royalty‑aggregation strategy.
- Financing structured to avoid equity dilution: The deal is funded with a $350 million non‑recourse note from OMERS Life Sciences secured only by YUPELRI-related assets, combined with Zymeworks and Theravance cash, allowing the company to pursue a large acquisition without issuing new equity.
Negative
- None.
Insights
Zymeworks is making a large, mostly non‑dilutive bet to bolt on durable royalty-like cash flows from Theravance.
The acquisition brings YUPELRI, a once‑daily nebulized LAMA for COPD, into Zymeworks’ portfolio, adding a commercial product with reported 2025 U.S. net sales of $266 million and a 35% profit share to Theravance. Management positions this as a way to pair recurring partner-driven cash flows with its internal R&D engine and emerging royalty streams such as Ziihera.
Financing is structured to limit equity impact. A $350 million senior secured, non‑recourse note from OMERS Life Sciences, with an 8.25% coupon and 2036 maturity, is serviced by 75% of YUPELRI profit-share payments, and is secured only by Theravance assets related to YUPELRI. Additional funding comes from about $219 million of Zymeworks cash and expected Theravance net cash of roughly $360 million, alongside a projected $100 million TRELEGY milestone in Q1 2027.
The CVR structure gives Theravance shareholders upside to future ampreloxetine monetization through 80% of specified license proceeds, a $50 million first-commercial-sale milestone, and 10% royalties, while leaving Zymeworks with a 20% share of those economics. Key execution risks include achieving HSR clearance, securing the requisite two‑thirds shareholder vote, and delivering the expected mid‑teens internal rate of return through stable YUPELRI sales and cost synergies; actual outcomes will depend on future commercial performance and regulatory conditions.
8-K Event Classification
Key Figures
Key Terms
Agreement and Plan of Merger regulatory
contingent value right financial
Hart-Scott-Rodino Antitrust Improvements Act regulatory
material adverse effect financial
non-recourse note financial
End Date regulatory
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Item 1.01 Entry into a Material Definitive Agreement
Agreement and Plan of Merger
On June 28, 2026, Zymeworks Inc., a Delaware corporation (“Zymeworks” or “Parent”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Zymeworks Merger Sub 1, an exempted company with limited liability incorporated under the Laws of the Cayman Islands and a wholly owned subsidiary of Parent (“Merger Sub”), and Theravance Biopharma, Inc., an exempted company with limited liability incorporated under the Laws of the Cayman Islands (“Theravance” or the “Company”), providing for the merger of Merger Sub with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly owned subsidiary of Parent (the “Surviving Company”). Capitalized terms used herein and not otherwise defined herein have the meanings set forth in the Merger Agreement.
Pursuant to the Merger Agreement, and upon the terms and subject to the conditions set forth therein, at the effective time of the Merger (the “Effective Time”), each ordinary share, par value $0.00001 per share, of the Company (“Ordinary Shares”) that is issued and outstanding immediately prior to such time (other than shares owned by the Company as treasury shares or by any direct or indirect subsidiary of the Company, Parent or any direct or indirect subsidiary of Parent, and any Dissenting Shares) will be canceled and converted into the right to receive (i) $17.00 in cash, without interest (the “Per Share Cash Consideration”) and (ii) one contingent value right (“CVR”), which shall represent the right to receive the CVR Payment Amount (as defined below), if any, at the times and subject to the terms and conditions provided for in the CVR Agreement (as defined below), in cash, without interest (the Per Share Cash Consideration, together with one CVR, the “Per Share Merger Consideration”).
The respective boards of directors of Parent and Merger Sub have (i) approved the execution, delivery and performance by Parent and Merger Sub of the Merger Agreement and the consummation of the Merger and the other transactions contemplated thereby and (ii) declared it advisable for Parent and Merger Sub to enter into the Merger Agreement. The board of directors of the Company (the “Company Board”), acting upon the unanimous recommendation of the strategic review committee of the Company Board consisting of independent directors (the “Strategic Review Committee”), has (a) determined that it is in the best interests of the Company and declared it advisable, to enter into the Merger Agreement, (b) approved the execution, delivery and performance by the Company of the Merger Agreement (and the consummation of the Merger and the other transactions contemplated thereby, and (c) resolved to recommend the approval and authorization of the Merger Agreement, the Merger and the other transactions contemplated thereby by the shareholders of the Company at the Shareholders Meeting.
Consummation of the Merger is subject to customary closing conditions, including, without limitation, the absence of certain legal restraints preventing or otherwise making illegal the consummation of the Merger, the absence of a material adverse effect with respect to the Company that is continuing, the expiration or termination of any waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, applicable to the Merger (“HSR Act Clearance”) and the approval of the Merger Agreement, the Merger and the other transactions contemplated thereby by the affirmative vote of holders of Ordinary Shares representing at least two-thirds of the Ordinary Shares (the “Company Requisite Vote”) present and voting in person or by proxy as a single class at an extraordinary general meeting of the Company for the purpose of approving the Merger Agreement, the Merger and the other transactions contemplated thereby (the “Shareholder Meeting”). The parties expect the Merger and the other transactions contemplated by the Merger Agreement to close in the second half of 2026.
The Merger Agreement contains customary representations, warranties and covenants by Parent, Merger Sub and the Company, including covenants by the Company to operate its business in the ordinary course and certain other customary operating restrictions until the closing of the Merger. The Company has also agreed to certain non-solicitation provisions with respect to alternative acquisition proposals, subject to customary exceptions to allow the Company Board to exercise its fiduciary duties, including that, subject to the terms and conditions of the Merger Agreement, if the Company receives an Acquisition Proposal that did not result from the Company’s breach of its non-solicitation covenants, and following such receipt, the Company Board, upon the recommendation of the Strategic Review Committee, determines in good faith, after consultation with its financial advisor and outside legal counsel that such Acquisition Proposal constitutes a Superior Proposal or would reasonably be expected to result in a Superior Proposal. Prior to obtaining the Company Requisite Vote, the Company Board may, in certain circumstances and upon the recommendation of the Strategic Review Committee, effect a Change of Recommendation, subject to complying with specified notice and other conditions set forth in the
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Merger Agreement. Subject to the terms and conditions of the Merger Agreement, the Company or Parent may terminate the Merger Agreement if the Merger is not consummated by December 28, 2026, which period may be extended automatically for two three-month periods if at the end of the prior period, all conditions to closing of the Merger other than conditions relating to HSR Act Clearance have been satisfied or waived as of such date (the “End Date”). Upon termination of the Merger Agreement in specified circumstances, the Company will be required to pay Parent a termination fee of $32,515,000. Such circumstances include, among others, where the Merger Agreement is terminated prior to the Company Requisite Vote (i) in connection with the Company accepting a Superior Proposal and entering into an Alternative Acquisition Agreement for the consummation of a transaction that the Company Board determines constitutes a Superior Proposal and (ii) due to the Company Board’s Change of Recommendation. The Merger Agreement further provides that Parent will be required to pay the Company a reverse termination fee of $32,515,000 in the event the Merger Agreement is terminated in certain specified circumstances, including if the Merger is not consummated before the End Date because certain conditions related to HSR Act Clearance have not been satisfied or waived.
At the Effective Time, each:
| • | Company Option, whether vested or unvested, that is outstanding, unexercised and not yet expired as of immediately prior to the Effective Time will be canceled and converted into the right to receive an amount in cash, without interest thereon, equal to (A) the excess, if any, of the Per Share Cash Consideration over the exercise price of such Company Option, multiplied by (B) the number of Ordinary Shares underlying such Company Option, plus (C) one CVR for each Ordinary Share underlying such Company Option; provided that any Company Option that has an exercise price per Ordinary Share that is greater than or equal to the Per Share Cash Consideration shall cease to be outstanding, be canceled and cease to exist and the holder thereof shall not be entitled to payment of any consideration therefor. |
| • | Company RSU Award that is outstanding immediately prior to the Effective Time, whether vested or unvested, will be canceled and automatically converted into a right to receive an amount in cash, without interest, equal to (x) the Per Share Closing Consideration multiplied by (y) the number of Ordinary Shares underlying such Company RSU Award, plus one CVR for each Ordinary Share underlying such Company RSU Award. |
| • | Company PSU Award that is outstanding immediately prior to the Effective Time, whether vested or unvested, will be canceled in exchange for the right to receive an amount in cash, without interest, equal to (A) the Per Share Cash Consideration multiplied by (B) the number of Ordinary Shares with respect to such Company PSU Award that remain outstanding and unreleased as of immediately prior to the Effective Time, plus one CVR for each Ordinary Share underlying such Company PSU Award. |
As soon as practicable following the date of the Merger Agreement, the Company Board shall adopt resolutions or take other actions as may be required to (i) provide that no further purchase period will commence pursuant to the Company ESPP after the date of the Merger Agreement and (ii) immediately prior to and effective as of the Effective Time, the Company will terminate the Company ESPP.
The foregoing description of the Merger Agreement and the CVR Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Merger Agreement, a copy of which is attached hereto as Exhibit 2.1, and the Form of CVR Agreement, which is attached as Exhibit A to the Merger Agreement, and the terms of which are incorporated herein by reference.
Contingent Value Rights Agreement
Pursuant to the Merger Agreement, on or prior to the Closing Date, Parent and a rights agent selected by the Company and reasonably acceptable to Parent (the “Rights Agent”) will enter into a Contingent Value Rights Agreement, in the form attached as Exhibit A to the Merger Agreement, with such changes as may be permitted by the Merger Agreement (the “CVR Agreement”) governing the terms of the CVRs.
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Each CVR represents a non-tradeable contractual contingent right to receive (i) a pro rata share of 80% of the net proceeds (the “License Proceeds”) received by Parent or its affiliates (including the Surviving Company) from any license, divestiture or other monetization transaction of ampreloxetine (a “CVR Product License”) executed within the ten (10)-year period following the Effective Time (the “CVR License Expiration Date”), (ii) a pro rata share of $50 million in cash (the “First Commercial Sale Milestone Payment”) upon the first commercial sale of ampreloxetine by Zymeworks or its affiliates (including the Surviving Company) in the U.S., UK, Spain, France, Germany or Italy on or prior to the CVR License Expiration Date and (iii) a pro rata share of 10% of the net sales (the “Royalties” and, together with the License Proceeds and the First Commercial Sale Milestone Payment, the “CVR Payment Amount”) received by Parent or its affiliates (including the Surviving Company), on a country-by-country basis, from the date of the first commercial sale until the later of the 10th anniversary of such date, patent expiration or the loss of exclusivity, in each case, subject to the terms and conditions of the CVR Agreement.
The CVRs are contractual rights only and are not transferable except under certain limited circumstances, will not be evidenced by a certificate or other instrument and will not be registered with the SEC or listed for trading. The CVRs will not have any voting or dividend rights and will not represent any equity or ownership interest in Parent, any constituent company to the Merger or any of their respective subsidiaries.
There can be no assurance (i) that a CVR Product License will be executed, or the First Commercial Milestone will occur, as of or prior to the CVR License Expiration Date (ii) that any License Proceeds or Royalties will become payable to Parent or its affiliates or (iii) that Parent will be required to make any CVR Payment Amount to holders of the CVRs.
The foregoing description of the Merger Agreement and the CVR Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Merger Agreement, a copy of which is attached hereto as Exhibit 2.1, and the Form of CVR Agreement, which is attached as Exhibit A to the Merger Agreement, and the terms of which are incorporated herein by reference. Investors should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the Company or any of its subsidiaries or affiliates.
Financing Transaction
Parent expects to finance the Merger with a combination of cash on hand and new debt financing. In connection with, and concurrently with entry into, the Merger Agreement, Parent entered into a debt commitment letter dated June 28, 2026 (the “Debt Commitment Letter”) with OCM IP Healthcare Portfolio LP (“OMERS Life Sciences”), pursuant to which OMERS Life Sciences has agreed to purchase senior secured notes (the “Notes”) to be issued by certain newly formed special purpose vehicles in an aggregate principal amount of $350,000,000 on the terms and subject to the conditions set forth in the Debt Commitment Letter for the purposes of financing the transactions contemplated by the Merger Agreement. The obligations of OMERS Life Sciences to provide the debt financing under the Debt Commitment Letter are subject to conditions customary for a transaction of this type.
Item 7.01 – Regulation FD Disclosure
On June 29, 2026, Zymeworks issued a press release announcing the parties’ entry into the Merger Agreement. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Also on June 29, 2026, Zymeworks intends to hold a conference call available to investors and the public. Details for accessing the conference call can be found in the press release furnished as Exhibit 99.1 to this Current Report. A presentation for reference during the call is furnished as Exhibit 99.2 to this Current Report and is incorporated herein by reference.
The information in this Item 7.01, including Exhibits 99.1 and 99.2, is being furnished to the U.S. Securities and Exchange Commission (the “SEC”) and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any filing made by Parent under the Securities Act of 1933, as amended, (the “Securities Act”) or the Exchange Act, except as shall be expressly set forth by a specific reference in such filing.
Cautionary Statement Regarding Forward-Looking Statements
This Current Report on Form 8-K includes “forward-looking statements” or information within the meaning of the applicable securities legislation, including Section 27A of the Securities Act and Section 21E of the Exchange Act. Forward-looking statements in this Current Report include, but are not limited to, statements that relate to Zymeworks’ ability to complete the proposed Merger with Theravance; anticipated milestones payments; completion of Theravance’s previously announced organizational restructuring; Zymeworks’ flexibility to invest in its research and development
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(“R&D”) pipeline and pursue strategic opportunities while returning capital to stockholders; future growth of YUPELRI® sales and future royalty payments; contingent milestone payments due to Theravance from the sale of Theravance’s Trelegy royalty interests; Zymeworks’ expectations regarding implementation of its long-term strategy to maximize value creation; Zymeworks’ and its partners’ clinical development of product candidates; potential safety profile and therapeutic effects of product candidates; the commercial potential of technology platforms and product candidates; the anticipated benefits of its collaboration agreements; and other information that is not historical information. When used herein, words such as “plan”, “believe”, “expect”, “may”, “continue”, “anticipate”, “potential”, “will”, “on track”, “progress”, “preserve”, “intend”, “could”, or the negative version of these words and similar expressions are intended to identify forward-looking statements. In addition, any statements or information that refer to expectations, beliefs, plans, projections, objectives, performance or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking. All forward-looking statements are based upon Zymeworks’ current expectations and various assumptions. Zymeworks believes there is a reasonable basis for its expectations and beliefs, but they are inherently uncertain. Zymeworks may not realize its expectations, and its beliefs may not prove correct.
Factors that could cause Zymeworks’ actual results to differ materially from those expressed or implied in such forward-looking statements include, but are not limited to: financial closing procedures, final adjustments, and other developments; risks related to the financing in connection with the Merger; any of Zymeworks’ or its partners’ product candidates may fail in development, may not receive required regulatory approvals, or may be delayed to a point where they are not commercially viable; Zymeworks and Theravance may not be able to successfully execute the acquisition; uncertainties regarding the commercial success of YUPELRI® and Trelegy; the anticipated benefits of the acquisition may not be realized or will not be realized within the expected time period; Trelegy may not achieve anticipated sales resulting in sales milestones not being met; Zymeworks may not achieve milestones or receive additional payments or royalties under its collaborations; regulatory agencies may impose additional requirements or delay the initiation of clinical trials; zanidatamab may not be successfully commercialized; and the factors described under “Risk Factors” in Zymeworks’ quarterly and annual reports filed with the SEC (copies of which may be obtained at www.sec.gov).
Although Zymeworks believes that such forward-looking statements are reasonable, there can be no assurance they will prove to be correct. Investors should not place undue reliance on forward-looking statements. The above assumptions, risks and uncertainties are not exhaustive. Forward-looking statements are made as of the date hereof and, except as may be required by law, Zymeworks undertakes no obligation to update, republish, or revise any forward-looking statements to reflect new information, future events or circumstances, or to reflect the occurrences of unanticipated events.
Item 9.01 – Financial Statements and Exhibits
(d) The following exhibits are being filed herewith:
| Exhibit No. |
Description | |
| 2.1* | Agreement and Plan of Merger, dated as of June 28, 2026, by and among Zymeworks Inc., Zymeworks Merger Sub 1, and Theravance Biopharma, Inc. | |
| 10.1 | Form of Contingent Value Rights Agreement. | |
| 99.1 | Press Release, dated June 29, 2026. | |
| 99.2 | Investor Webcast Presentation, dated June 29, 2026. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
| * | Schedules omitted pursuant to Item 601(b)(2) of Regulation S-K. Parent agrees to furnish supplementally a copy of any omitted schedule to the SEC upon request; provided, however, that Parent may request confidential treatment pursuant to Rule 24b-2 of the Exchange Act for any schedules or exhibits so furnished. |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Zymeworks Inc. | ||||||
| (registrant) | ||||||
| Date: June 29, 2026 | By: | /s/ Kenneth Galbraith | ||||
| Name: | Kenneth Galbraith | |||||
| Title: | Chair, President and Chief Executive Officer | |||||
Exhibit 99.1
Zymeworks to Acquire Theravance Biopharma, Inc.
| • | Acquisition adds YUPELRI® (revefenacin), the first and only approved nebulized long-acting muscarinic antagonist (LAMA) for the maintenance treatment of COPD to Zymeworks’ portfolio |
| • | Acquisition of Theravance Biopharma at $17 per share is supported by an innovative non-recourse financing structure that enhances shareholder value by minimizing Zymeworks’ net capital at risk |
| • | Transaction expected to be accretive to earnings and cash flow upon closing. YUPELRI® U.S. profit share and ex-U.S. royalties generate ~$60 million annualised cash flow at current run-rates, with continued expected growth |
| • | Transaction financed primarily by $350 million non-recourse note secured solely by U.S. YUPELRI® profit share from OMERS Life Sciences, and Theravance Biopharma’s expected net cash balance of $360 million at closing. Zymeworks will contribute $219 million of cash at close and expects to receive $100 million TRELEGY ELLIPTA® milestone in Q1 2027, assuming milestone conditions met, offsetting cash outlay |
| • | Acquisition adds diversified assets beyond YUPELRI®, including additional royalty interests, milestone payments, a preclinical I&I portfolio, and $2.5 billion in Irish tax attributes, further strengthening both potential near-term cash flow generation and long-term development optionality |
| • | Continued execution of Zymeworks share repurchase program for up to $125 million of common shares reflects ongoing capacity and intent to deploy capital for future buybacks |
| • | Conference call with Zymeworks management today at 8:30 am Eastern Time (ET) |
Vancouver, British Columbia (June 29, 2026) – Zymeworks Inc. (Nasdaq: ZYME) (the “Company”), a biotechnology company managing a portfolio of licensed healthcare assets and developing a diverse pipeline of novel, multifunctional biotherapeutics, today announced it has entered into a definitive agreement to acquire Theravance Biopharma, Inc. (NASDAQ: TBPH); a biopharmaceutical company focused on delivering Medicines that Make a Difference® in people’s lives. This proposed acquisition adds YUPELRI®, the first and only nebulized, once-daily, long-acting muscarinic antagonist (LAMA) for the maintenance treatment of chronic obstructive pulmonary disease (COPD), to Zymeworks’ partnered portfolio, furthering the Company’s commitment to improving outcomes for patients with serious diseases.
YUPELRI® is positioned to add near-term commercial cash flows for Zymeworks upon closing, alongside existing Ziihera® (zanidatamab-hrii) cash flows, supporting a disciplined, and self-sustaining capital allocation model in which proceeds are reinvested to further advance our internal research and development portfolio, acquire additional partnered assets, and return capital to shareholders. Unlike traditional royalty business models, which are generally limited to passive participation, Zymeworks’ differentiated approach enables the acquisition and active restructuring of businesses to generate royalty-like economics with greater control, strategic flexibility, and a clear focus on long-term value creation. Zymeworks’ differentiated model, pairing an efficient internal infrastructure with diversified cash flows, uniquely positions the Company to capitalize on the value of Theravance Biopharma’s business.
YUPELRI® adds an anticipated long-duration and potentially growing cash flow stream
| • | This acquisition, when closed, provides Zymeworks with access to a 35% U.S. net profit share in YUPELRI®, the only approved nebulized LAMA for the maintenance treatment of COPD. |
| • | YUPELRI® has been marketed in the United States since 2019 through a collaboration between Viatris Inc. (“Viatris”) and Theravance Biopharma, who are responsible for U.S. community and hospital promotion respectively. |
| • | Full-year U.S. net sales of YUPELRI® in 2025 were $266.6 million, representing 12% growth over 2024. For the first quarter of 2026, U.S. net sales of YUPELRI® were reported as $62.4 million, representing 7% growth over the same quarter in 2025. |
| • | Settlements have been reached with all YUPELRI® generic filers for an April 2039 licensed launch date for their versions of the product, or earlier depending on certain circumstances. |
| • | Theravance Biopharma remains eligible to receive an additional $125 million in commercial milestone payments from Viatris based upon U.S. net sales, as well as double-digit tiered royalties and additional milestones on ex-U.S. net sales. |
Potential upside from other Theravance Biopharma portfolio assets
| • | In addition to YUPELRI®, Theravance Biopharma is expected to receive $100 million in commercial milestone payments from Royalty Pharma in Q1 2027 related to global net sales of TRELEGY ELLIPTA® by GSK. |
| • | Theravance Biopharma is eligible to receive up to ~20% royalty on net sales of VIBATIV® (telavancin) from Cumberland. |
| • | Following close of the transaction, Zymeworks will retain ownership of Theravance Biopharma’s research and development assets, which will be evaluated in the context of the Company’s broader pipeline and capital allocation framework. |
| • | Zymeworks will explore the opportunity to externalize acquired assets. During the one-year period from closing of this transaction, a designee of Theravance Biopharma will seek to potentially license, divest or otherwise monetize ampreloxetine, with no additional resources expected from Zymeworks. The economics of any such transaction will be shared 20/80 between Zymeworks and Theravance Biopharma shareholders. |
| • | In addition, Zymeworks will retain approximately $2.5 billion of Irish tax attributes accumulated by Theravance Biopharma for potential future utilization. |
Upon closing, Zymeworks intends to complete Theravance Biopharma’s previously announced organizational restructuring to align its resources with its commercial focus on YUPELRI ®, which is expected to significantly reduce research and development expenses and general and administrative costs, as well as seek additional synergies in the cost structure of the combined entities. Zymeworks intends to substantially preserve existing hospital promotion infrastructure from Theravance Biopharma’s commercial organization.
“The acquisition of Theravance Biopharma represents successful execution of one of the key strategic priorities we outlined earlier this year,” said Kenneth Galbraith, Chair and Chief Executive Officer of Zymeworks. “We are building a more diversified and durable business by combining partner-driven cash flows and innovative R&D, together in an integrated strategic approach to build long-term stockholder value. Upon closing, this acquisition meaningfully expands and diversifies future revenue sources for our partnered product portfolio, with an expected near-term impact on commercial royalty revenue. This transaction also aligns with our mission to combine near-term patient access with long-term innovation, by leveraging cash flows
from established medicines to fund development of next-generation therapies, supporting both patients receiving treatment today and those awaiting future breakthroughs. YUPELRI® addresses a critical need for the approximately 16 million Americans living with COPD, and we look forward to supporting continued access to this important therapy with Viatris.”
“We are pleased to partner with Zymeworks in the execution of its strategy to integrate royalty growth, internal innovation, and strategic acquisitions to maximize long-term value. For OMERS, our financing aligns well with our mandate to deliver steady long-term returns to our more than 665,000 members,” said Rob Missere, Managing Director and Head of Life Sciences, OMERS Life Sciences.
Terms of the Transaction
Under the terms of the agreement, Zymeworks will acquire all the outstanding equity of Theravance Biopharma for $17.00 per share, which represents a total transaction value of approximately $929 million in cash consideration subject to customary adjustments, which is payable at closing.
The transaction has been unanimously approved by the boards of directors of both companies and is subject to customary closing conditions, including receipt of certain regulatory approvals and approval by Theravance Biopharma shareholders. The transaction is expected to close in the second half of 2026.
The transaction is expected to be accounted for as a business combination. The purchase price is expected to be primarily allocated to identifiable intangible assets, including YUPELRI® and contractual royalty streams, with any residual value recorded as goodwill. Potential milestone receipts will be evaluated as part of the purchase accounting process and recognized in accordance with applicable accounting standards. Zymeworks expects to provide additional details on the purchase price allocation upon closing of the transaction.
Kirkland & Ellis LLP is serving as legal counsel to Zymeworks. Matheson provided Irish tax counsel to Zymeworks. TD Cowen served as a financial advisor to Zymeworks on the OMERS royalty note. MTS Health Partners provided financial advice to Zymeworks.
Lazard is serving as lead financial advisor to Theravance Biopharma. Evercore is also serving as financial advisor to Theravance Biopharma. Skadden, Arps, Slate, Meagher & Flom LLP is serving as legal counsel to Theravance Biopharma.
Sidley Austin LLP is serving as legal counsel to OMERS Life Sciences. Maples and Calder (Ireland) LLP and Davies Ward Phillips & Vineberg LLP provided Irish legal counsel and tax counsel, respectively, to OMERS Life Sciences.
Financing of the Transaction
The acquisition will be financed through a $350 million non-dilutive, non-recourse note from OMERS Life Sciences, in which 75% of the YUPELRI® profit-share cash flows are contractually assigned to OMERS to service the associated debt obligations. The non-recourse note is secured by assets and entities of Theravance Biopharma related to YUPELRI® and do not have any recourse to the remainder of the Zymeworks’ business. This non-recourse note is structured to preserve the Company’s balance sheet flexibility and minimize shareholder dilution.
In addition, approximately $219 million of existing cash resources of Zymeworks will be used to finance the remaining purchase price of the transaction, along with expected net cash balances of Theravance Biopharma of approximately $360 million at closing. Factoring in the $100 million milestone payment expected from Royalty Pharma in Q1 2027 related to sales of TRELEGY, Zymeworks’ effective net investment is expected to be reduced by roughly 50%.
Zymeworks 2026 Share Repurchase Program
On May 14, 2026, the Board of Directors of Zymeworks authorized a share repurchase program under which the Company may repurchase up to $125 million of its outstanding common stock, par value $0.00001 per share. As of June 29, 2026, the Company has repurchased 1,437,073 shares of common stock for $35.4 million (exclusive of commission expense and estimated excise tax), representing an average purchase price of $24.63 per common share. Zymeworks plans to continue executing the share repurchase program, reflecting its ongoing capacity and intent to deploy capital toward future buybacks.
Investor Call Details
Zymeworks invites investors and the general public to view and listen to a live webcast of its conference call with investment analysts at 8:30 am ET on Monday, June 29, 2026.
Dial-in details and webcast link are available on Zymeworks’ website at https://ir.zymeworks.com/events-and-presentations. A webcast replay of the call will be available on the Zymeworks website within 24 hours following the conclusion of the live call and will be archived for a limited period.
About Theravance Biopharma, Inc.
Theravance Biopharma, Inc.’s focus is to deliver Medicines that Make a Difference® in people’s lives. In pursuit of its purpose, Theravance Biopharma leverages decades of expertise, which has led to the development of FDA-approved YUPELRI® (revefenacin) inhalation solution indicated for the maintenance treatment of patients with COPD. The Company is committed to creating/driving shareholder value.
YUPELRI® is an inhalation solution, a long-acting muscarinic antagonist (LAMA) and the first and only once-daily nebulized bronchodilator approved for the treatment of chronic obstructive pulmonary disease (COPD) in the United States. COPD is the third leading cause of death and the fourth leading cause of hospital readmissions in the U.S., affecting approximately 16 million Americans.
About OMERS Life Sciences and OMERS
OMERS Life Sciences provides royalty financings and other non-dilutive solutions to biopharma companies and academic institutions.
OMERS is a jointly sponsored, defined benefit pension plan, with more than 1,000 participating employers ranging from large cities to local agencies, and more than 665,000 active, deferred and retired members. Our members include union and non-union employees of municipalities, school boards, local boards, transit systems, electrical utilities, emergency services and children’s aid societies across Ontario. OMERS teams work in Toronto, London, New York, Amsterdam, Luxembourg, Singapore, Sydney and other major cities across North America and Europe – serving members and employers, and originating and managing a diversified portfolio of high-quality investments in government bonds, public and private credit, public and private equities, infrastructure and real estate.
About Zymeworks Inc.
Zymeworks is a global biotechnology company managing a portfolio of licensed healthcare assets and developing a diverse pipeline of novel, multifunctional biotherapeutics to improve the standard of care for difficult-to-treat diseases, including cancer, inflammation, and autoimmune disease. Zymeworks’ asset and royalty aggregation strategy focuses on optimizing positive future cash flows from an emerging portfolio of licensed products such as Ziihera® (zanidatamab-hrii) and other licensed products and product candidates, such as pasritamig. In addition, Zymeworks is building a portfolio of healthcare assets that can generate strong cash flows, while supporting the development of innovative medicines. Zymeworks engineered and developed Ziihera, a HER2-targeted bispecific antibody using Zymeworks’ proprietary Azymetric™ technology and has entered into separate agreements with BeOne Medicines Ltd. (formerly BeiGene, Ltd.) and Jazz Pharmaceuticals Ireland Limited granting each exclusive rights to develop and commercialize zanidatamab in different territories. Zymeworks is rapidly advancing a robust pipeline of product candidates, leveraging its expertise in both antibody drug conjugates and multispecific antibody therapeutics targeting novel pathways in areas of significant unmet medical need. Zymeworks’ complementary therapeutic platforms and fully integrated drug development engine provide the flexibility and compatibility to precisely engineer and develop highly differentiated antibody-based therapeutics. These capabilities have been further leveraged through strategic partnerships with global biopharmaceutical companies. For information about Zymeworks, visit www.zymeworks.com and follow @ZymeworksInc on X.
Cautionary Note Regarding Forward-Looking Statements
This press release includes “forward-looking statements” or information within the meaning of the applicable securities legislation, including Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements in this press release include, but are not limited to, statements that relate to Zymeworks’ ability to complete the proposed transaction with Theravance Biopharma; anticipated milestones payments; completion of Theravance Biopharma’s previously announced organizational restructuring; Zymeworks’ flexibility to invest in its R&D pipeline and pursue strategic opportunities while returning capital to stockholders; future growth of YUPELRI® sales and future royalty payments; contingent milestone payments due to Theravance Biopharma from the sale of Theravance Biopharma’s TRELEGY ELLIPTA® royalty interests; Zymeworks’ expectations regarding implementation of its long-term strategy to maximize value creation; Zymeworks’ and its partners’ clinical development of product candidates; potential safety profile and therapeutic effects of product candidates; the commercial potential of technology platforms and product candidates; the anticipated benefits of its collaboration agreements; and other information that is not historical information. When used herein, words such as “plan”, “believe”, “expect”, “may”, “continue”, “anticipate”, “potential”, “will”, “on track”, “progress”, “preserve”, “intend”, “could”, and similar expressions are intended to identify forward-looking statements. In addition, any statements or information that refer to expectations, beliefs, plans, projections, objectives, performance or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking. All forward-looking statements are based upon Zymeworks’ current expectations and various assumptions. Zymeworks believes there is a reasonable basis for its expectations and beliefs, but they are inherently uncertain. Zymeworks may not realize its expectations, and its beliefs may not prove correct. Actual results could differ materially from those described or implied by such forward-looking statements as a result of various factors, including, without limitation: any of Zymeworks’ or its partners’ product candidates may fail in development, may not receive required regulatory approvals, or may be delayed to a point where they are not commercially viable; Zymeworks and Theravance Biopharma may not be able to successfully execute the acquisition; uncertainties regarding the commercial success of YUPELRI® and TRELEGY; the anticipated benefits of the acquisition may not be realized or will not be realized within the expected time period;
TRELEGY may not achieve anticipated sales resulting in sales milestones not being met; Zymeworks may not achieve milestones or receive additional payments or royalties under its collaborations; regulatory agencies may impose additional requirements or delay the initiation of clinical trials; the impact of new or changing laws and regulations; market conditions, including the impact of tariffs; potential negative impacts of FDA regulatory delays and uncertainty around recent policy developments, changes in the leadership of federal agencies such as the FDA, staff layoffs, budget cuts to agency programs and research, and changes in drug pricing controls; the impact of pandemics and other health crises on Zymeworks’ business, research and clinical development plans and timelines and results of operations, including impact on its clinical trial sites, collaborators, and contractors who act for or on Zymeworks’ behalf; zanidatamab may not be successfully commercialized; Zymeworks’ business strategy related to anticipated and potential future milestones and royalty streams and existing and potential new partnerships may not be successfully implemented; Zymeworks’ evolution of its business strategy may not deliver meaningful stockholder returns; Zymeworks may be unsuccessful in actively managing and/or aggregating revenue-generating assets alongside its active R&D operations; ongoing and future clinical trials may not demonstrate safety and efficacy of any of Zymeworks’ or its collaborators’ product candidates; data providing early validation of our antibody drug conjugate platform and next generation pipeline programs may not be replicated in future studies; Zymeworks’ assumptions and estimates regarding its financial condition, future financial performance and estimated cash runway may be incorrect; inability to maintain or enter into new partnerships or strategic collaborations; the inability of Zymeworks to identify and consummate a strategic acquisition; and the factors described under “Risk Factors” in Zymeworks’ quarterly and annual reports filed with the Securities and Exchange Commission (copies of which may be obtained at www.sec.gov and www.sedarplus.ca).
Although Zymeworks believes that such forward-looking statements are reasonable, there can be no assurance they will prove to be correct. Investors should not place undue reliance on forward-looking statements. The above assumptions, risks and uncertainties are not exhaustive. Forward-looking statements are made as of the date hereof and, except as may be required by law, Zymeworks undertakes no obligation to update, republish, or revise any forward-looking statements to reflect new information, future events or circumstances, or to reflect the occurrences of unanticipated events.
Contacts:
Investor Inquiries:
Shrinal Inamdar
Vice President, Investor Relations
(604) 678-1388
ir@zymeworks.com
Media Inquiries:
Diana Papove
Vice President, Corporate Communications
(604) 678-1388
media@zymeworks.com
Nasdaq: ZYME | zymeworks.com Agreement to Acquire Theravance Biopharma June 29, 2026 Transaction delivers high-visibility, long-duration recurring cash flows Exhibit 99.2
This presentation includes “forward-looking statements” or information within the meaning of the applicable securities legislation, including Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements in this presentation and the accompanying oral commentary include, but are not limited to, statements that relate to Zymeworks’ ability to complete the proposed transaction with Theravance; anticipated milestones payments; completion of Theravance’s previously announced organizational restructuring; Zymeworks’ flexibility to invest in its R&D pipeline and pursue strategic opportunities while returning capital to stockholders; future growth of YUPELRI® sales and future royalty payments; contingent milestone payments due to Theravance from the sale of Theravance’s Trelegy royalty interests; Zymeworks’ expectations regarding implementation of its long-term strategy to maximize value creation; Zymeworks’ and its partners’ clinical development of product candidates; potential safety profile and therapeutic effects of product candidates; the commercial potential of technology platforms and product candidates; the anticipated benefits of its collaboration agreements; and other information that is not historical information. When used herein, words such as “plan”, “believe”, “expect”, “may”, “continue”, “anticipate”, “potential”, “will”, “on track”, “progress”, “preserve”, “intend”, “could”, and similar expressions are intended to identify forward-looking statements. In addition, any statements or information that refer to expectations, beliefs, plans, projections, objectives, performance or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking. All forward-looking statements are based upon Zymeworks’ current expectations and various assumptions. Zymeworks believes there is a reasonable basis for its expectations and beliefs, but they are inherently uncertain. Zymeworks may not realize its expectations, and its beliefs may not prove correct. Actual results could differ materially from those described or implied by such forward-looking statements as a result of various factors, including, without limitation: any of Zymeworks’ or its partners’ product candidates may fail in development, may not receive required regulatory approvals, or may be delayed to a point where they are not commercially viable; Zymeworks and Theravance may not be able to successfully execute the acquisition; uncertainties regarding the commercial success of YUPELRI® and Trelegy; the anticipated benefits of the acquisition may not be realized or will not be realized within the expected time period; Trelegy may not achieve anticipated sales resulting in sales milestones not being met; Zymeworks may not achieve milestones or receive additional payments or royalties under its collaborations; regulatory agencies may impose additional requirements or delay the initiation of clinical trials; the impact of new or changing laws and regulations; market conditions, including the impact of tariffs; potential negative impacts of FDA regulatory delays and uncertainty around recent policy developments, changes in the leadership of federal agencies such as the FDA, staff layoffs, budget cuts to agency programs and research, and changes in drug pricing controls; the impact of pandemics and other health crises on Zymeworks’ business, research and clinical development plans and timelines and results of operations, including impact on its clinical trial sites, collaborators, and contractors who act for or on Zymeworks’ behalf; zanidatamab may not be successfully commercialized; Zymeworks’ business strategy related to anticipated and potential future milestones and royalty streams and existing and potential new partnerships may not be successfully implemented; Zymeworks’ evolution of its business strategy may not deliver meaningful stockholder returns; Zymeworks may be unsuccessful in actively managing and/or aggregating revenue-generating assets alongside its active R&D operations; ongoing and future clinical trials may not demonstrate safety and efficacy of any of Zymeworks’ or its collaborators’ product candidates; data providing early validation of our antibody drug conjugate platform and next generation pipeline programs may not be replicated in future studies; Zymeworks’ assumptions and estimates regarding its financial condition, future financial performance and estimated cash runway may be incorrect; inability to maintain or enter into new partnerships or strategic collaborations; the inability of Zymeworks to identify and consummate a strategic acquisition; and the factors described under “Risk Factors” in Zymeworks’ quarterly and annual reports filed with the Securities and Exchange Commission (copies of which may be obtained at www.sec.gov and www.sedarplus.ca). Although Zymeworks believes that such forward-looking statements are reasonable, there can be no assurance they will prove to be correct. Investors should not place undue reliance on forward-looking statements. The above assumptions, risks and uncertainties are not exhaustive. Forward-looking statements are made as of the date hereof and, except as may be required by law, Zymeworks undertakes no obligation to update, republish, or revise any forward-looking statements to reflect new information, future events or circumstances, or to reflect the occurrences of unanticipated events. Legal disclaimer
Transaction Overview & Strategic Rationale Ken Galbraith Chair & Chief Executive Officer
Expanding Zymeworks’ diversified cash flow through the acquisition of Theravance Biopharma Only approved commercial nebulized LAMA medicine Anticipated long-duration partner-driven cash-flows Partnership with OMERS Life Sciences for non-recourse $350M financing at an attractive rate $2.5B in Irish tax attributes LAMA: long-acting muscarinic antagonist; M: million; B: billion. *Factoring in the $100 million milestone payment expected from Royalty Pharma in Q1 2027 related to sales of TRELEGY, Zymeworks’ effective net investment is expected to be reduced by roughly 50%. Deal consideration $929M Zymeworks capital at risk $219M* Expected closing 2H26 Zymeworks cash of $219M* to gain access to an asset generating ~$60M annual profit share at current run-rates, with potential continued growth.
Zymeworks is uniquely positioned to capture the full value of this multi-component opportunity Irish Tax Attributes CASH FLOWS R&D TAX Preclinical I&I portfolio YUPELRI® (revenfenacin) life cycle management opportunities Exploring optionality to externalize ampreloxetine for additional monetary value $2.5B *A designee from Theravance Biopahrma will explore the opportunity to license, divest or otherwise monetize ampreloxetine for the period from closing through 12-months post-close, with the economics shared 20/80 between Zymeworks and Theravance Biopharma legacy shareholders. Transaction expected to deliver mid-teens IRR
Creating a more diversified portfolio of commercial, royalty and development-stage assets Zymeworks Partnered Portfolio ZW191 ZW251 ZW209 ZW220 ZW1528 ZW327 ZW427 ZW418 ZW439 DiscoveryPreclinicalPhase 1 R&D Portfolio Royalty TOPO 1i ADC MSAT AIID Pan-RAS ADC
Commercial Fundamentals & Investment Case Scott Platshon EVP & Chief Business Officer
Nebulized maintenance therapy is a critical treatment option for the treatment of COPD B (LABA + LAMA) A (a bronchodilator) E (LABA + LAMA) Higher Exacerbation Risk More Symptoms Chronic Obstructive Pulmonary Disease (COPD) is a progressive lung disease and the 6th leading cause of death in the U.S. GOLD Guidelines suggest both B and E patients receive LAMA and LABA therapy.1 14-16M patients diagnosed with COPD in the U.S.2 YUPELRI® is the only once-daily nebulized LAMA maintenance medication for COPD approved in the U.S.3 ~1.9M patients can benefit from YUPELRI®4 Patients that struggle with inhalers Patients with impaired inspiratory flow Patients transitioning from hospital to home care Patients with some level of cognitive decline Patients not well controlled on short-acting bronchodilators Millions of Patients are Optimally Suited for the Benefits YUPELRI® Offers 1. Global Initiative for Chronic Obstructive Lung Disease 2026 Report; 2. CDC, 2023, NIH; 3. YUPELRI should not be initiated in patients during acutely deteriorating or potentially life-threatening episodes of COPD, or for the relief of acute symptoms, i.e., as rescue therapy for the treatment of acute episodes of bronchospasm. Acute symptoms should be treated with an inhaled short-acting beta2-agonist; 4. Addressable patient population quantifies the number of patients within the intended target profile. Sources: Citeline Pharma Custom Intelligence Primary Research April 2023, Symphony Health METYS Prescription Dashboard, SolutionsRx Med B FFS. Slide adapted from Theravance Biopharma Corporate Presentation May 2026.
Theravance Biopharma is responsible for hospital promotion, while Viatris calls on community caregivers COPD patient experiencing symptoms or exacerbation is eligible for YUPELRI® Calls on hospital* Calls on community caregiver Fulfillment (Pharmacy, DME) Patients continue on YUPELRI® therapy as outpatient *Theravance Biopharma employs a relatively small sales force, of around 14 account managers, a few national account directors, and a medical group that focuses messaging on the hospital Slide adapted from Theravance Biopharma Corporate Presentation May 2026.
YUPELRI®: Anticipated long-duration and potentially growing cash flow stream $266.6M 2025 U.S. net sales +12% YoY growth in 2025 35% ZYME profit share YUPELRI® Overview Only marketed nebulized LAMA in the U.S. Differentiated product offering with no direct competitor for COPD patients who want or need nebulized therapy. Hospital channel provides meaningful upside Theravance Biopharma is responsible for hospital promotion Settled generics provides more certainty All generic filers settled for April 2039 licensed launch dates for their versions of the product, subject to certain exceptions and other provisions customary for agreements of this type U.S. Net Revenue 2019-2025 (millions of USD) $125M Remaining potential milestone payments YUPELRI® has delivered consistent growth since launch with new center activation and organic growth Current reports suggests a roughly 87:13 split in YUPELRI® usage between Community and Hospital settings Recent YUPELRI® use has increased in the hospital from both new accounts and increased utilization, while community growth remains strong ^ Estimated given absence of Theravance Biopharma data. Data suggests use in hospitals relative to total use has been between 5-12% between 2021-2025. Note: Sales in 2018 (~$5M) not shown given launch timing at end of year. Source: EvaluatePharma; Theravance Biopharma data
Potential upside from other Theravance Biopharma portfolio assets TRELEGY ELLIPTA®: GSK holds worldwide manufacturing and commercialization rights; following Theravance Biopharma’s 2022 royalty monetization to Royalty Pharma, Zymeworks will be eligible for up to $100M in milestone payments in the event TRELEGY annual net sales in 2026 exceed $3,513B. VIBATIV® (telavancin): eligible to receive up to ~20% royalty on net sales from Cumberland*. Royalty and milestone payments 1. If both milestones are achieved in a given year, Theravance Biopharma will only earn the higher milestone, payable by Royalty Pharma (RP) pursuant to the Equity Purchase and Funding Agreement, dated as of July 13, 2022, by and between Theravance Biopharma, Inc. and RP. 2. GSK-reported Net Sales in USD. 3. Bloomberg Consensus as of 05/04/26. *Eligible to receive ~20% royalty on net sales in excess of $2.5M threshold of sales for the calendar year, capped at $100M. Charts adapted from Theravance Corporate Presentation as of May 2026. Year Global Net Sales Equivalent Milestone to Theravance Biopharma 20261 $3,163M $50M $3,513M $100M 3 2
Potential upside from other portfolio assets Gain ownership of immunology and inflammation R&D assets $2.5B in Irish Tax attributes Zymeworks will retain ownership of Theravance Biopharma’s research and development assets, which will be evaluated in the context of its broader pipeline and capital allocation framework. Ampreloxetine, a long-acting norepinephrine reuptake inhibitor in development for symptomatic neurogenic orthostatic hypotension in patients with multiple system atrophy. I&I portfolio for evaluation with potential to selectively develop An attractive growing source of strategic flexibility that could enhance the economics of future activities Exploring potential to externalize acquired assets, such as to license, divest or otherwise monetize* Upside Opportunity for Zymeworks *A designee from Theravance Biopahrma will explore the opportunity to license, divest or otherwise monetize ampreloxetine for the period from closing through 12-months post-close, with the economics shared 20/80 between Zymeworks and Theravance Biopharma legacy shareholders.
Capital-Efficiency & Financing Structure Kristin Stafford EVP & Chief Financial Officer
Non-recourse note serviced by YUPELRI® cash flows No equity issued. No shareholder dilution. Cash flows from Theravance Biopharma’s rights to 35% YUPELRI profit share secure and repay the acquisition financing. Principal: $350M Structure: Non-recourse financing1 Collateral: Assets related to YUPELRI® Primary repayment: 75% of YUPELRI ® profit share payments Financing partner: OMERS Life Sciences YUPELRI U.S. Net Sales $266.6M (2025) — Viatris records and manages collaboration arrangement ▼ 35% Profit Share → ZYME ~$60M annually at current run-rate and potential growth ▼ 75% share to OMERS until note repaid Services interest and principal to OMERS, then reverts to Zymeworks. 1. OMERS’ claim is non-recourse. Zymeworks’ corporate assets are not pledged; 2. OMERS’ claim is on assets and entities of Theravance Biopharma related to YUPELRI® only. Coupon: 8.25% Maturity: 2036 ▼ 25% share to Zymeworks Capital for allocation to R&D, acquisitions and share repurchases Optional prepayment: 105/105/103/102/101/Par Key Terms of Notes Cash Flow Waterfall
Theravance Biopharma cash at closing and non-recourse financing limits Zymeworks capital at risk Zymeworks Balance Sheet* Non-Recourse Royalty Financing Theravance Biopharma Cash* Purchase Price* * Figures represent approximate values at time of closing, net of transaction costs. This information is provided for illustrative purposes only and should not be considered in isolation from, or as a substitute for, the historical financial statements of Zymeworks. **Anticipated $100 million milestone payment from Royalty Pharma in Q1 2027 related to sales of TRELEGY Anticipated Milestone Payment** Sources of Funding Zymeworks Cash at Risk Deal Consideration
Executing on a model that combines R&D and acquisitions to compound value for shareholders 1 Immediate revenue YUPELRI® profit share at close provides additional recurring, non-dilutive, self-financing 2 Strategic validation First execution of our novel strategy to add passive cash flows with disciplined pricing 3 Compounding platform Additional cash flows provide more optionality for capital allocation to build on IRR 1 Ongoing pipeline development 2 Partnerships & Spinouts 3 Continued innovation in R&D R&D provides upside optionality Acquisitions diversify the foundation for projected durable revenue growth ZW191 & ZW251 Phase 1 trials initiated ZW209 IND anticipated in 2026 Pan-RAS ADC platform unveiled with three new candidates Evaluating opportunities both within wholly owned pipeline and acquired assets from Theravance Biopharma
Q&A Q&A Ken Galbraith Chair & Chief Executive Officer Kristin Stafford EVP & Chief Financial Officer Scott Platshon EVP & Chief Business Officer